The Difference
by Readergirl66
Summary: The day the kids ran from Manticore was the day Dean and Sam found Max. Let's see how many things can make a difference. Please R&R?


_**Disclaimer: If you recognize it, that means it doesn't belong to me.**_

_**Present day and time, Ypsilanti, Michigan. The woods.**_

High in the sky a full moon sits staring down on a snow-covered meadow, the night tranquil and dark, illuminated only by the moons beams. Suddenly the serene atmosphere's broken by a young girl around nine years of age darting in-between trees and running from a spotlight that threatens her with the promises of capture.

Her hair is cut in perfect military fashion, she wears what looks to be a standard white hospital nightgown with no shoes to protect her feet. In the background sounds of a chopper are heard along with the child's deep, steady breathing. The girl whose name is unknown runs like a machine, no stumbling and no wasted motion.

**The girls V.O.: **

"The escape was not my idea. I mean, escape to what? We don't know anything about the world that exists outside of Manticore. To say I'm scared is an understatement but I trust Zack way more than I am afraid of what's out there and the repercussions if we fail."

A pack of snowmobiles are fast approaching from behind, ridden by black-clad soldiers wearing night vision goggles and carrying hunting rifles. The child stays steady not even blinking as she reaches the tree-line in search of safety. Soon the girl finds herself in a clearing, spotting behind large logs and tree trunks are several of her fellow escapees. She joins them quickly, quietly.

The other children sport identical haircuts, outfits and… barcodes on the back of their necks. Wordlessly the girl exchanges hand signals with the oldest looking boy and suddenly out of the darkness appears another child who clasps hands with our mystery girl.

The children together stare across the meadow waiting, their faces show their disappointment as none of the others show and the sound of gunfire pops in the distance.

The rumble of snowmobiles grows louder, closer. The oldest boy then points at his wrist, an imaginary watch, and uses sign language to speak with them:

**OUT OF TIME.**

And with fast slashing hand motions he separates the others into escape-and-evade teams, two to a group. The children's mannerism's clipped, it screams military and the looks on their faces are tell tale signs of being much wiser than just their years. The kids nod back to the boy before heading off through the trees in two's. Our girl hesitates not wanting to be separated once again but the older boy just repeats his hand motions and the girl is tugged away by her teammate.

**The girls V.O.:**

"It was Zack who said we had to leave, that if we stayed our little family was sure not to survive. So I guess he's saving our life's…my life by leading us into the unknown, the outside."

**Building-Manticore**

Black-clad guards drag a struggling child who's been recaptured towards a building, somewhere an alarm wails loudly.

A figure, silhouetted by the lights of an approaching Humvee raises a walkie with his right hand while pulling a cigarette away from his mouth with the other. A smoke cloud surrounds the man whose in his late 30s making the moment ominous before he speaks.

**The man:**

"This is Lydecker. I want you to capture if you can. But if any of them make it to the perimeter, you are to terminate. Is that understood?"

**Voice on radio:**

"Confirming, Sir, you're giving an order? Ten-oh-Six."

Though it comes out more like a question than the confirmation he's looking for.

**Lydecker:**

"I'll take responsibility. If they reach the outer fence… shoot to kill."

Lydecker takes one more puff before stomping out the white cigarette and jumping into the Humvee as it pulls up next to him, they roar off on the paths into the dark forest.

**Woods- Ypsilanti, Michigan.**

The two young girls sprint through the trees. They reach a chain link fence topped with barber wire. Our girl hurriedly climbs a nearby tree, runs out along a thick branch with ease and leaps into space. She plants her hands on the top row of wire and does a gymnast's vault over it, into a perfect dismount in the snow.

Before the other girl can follow, a shot rings out. It hits her in the shoulder as a warning to cease and desist. The girl clutches her shoulder for a moment but hastily grabs at the branch of the tree to climb up.

POP.

A second shot sounds and this time the girl falls lifelessly to the ground.

**The girl:**

No. NO. Jondy.

She screams out in anger, sadness and fear. Suddenly distant headlights cross over her and for a second the girls pupils flash with a green cat like glow, she stills and stares.

**Zack:**

Max, RUN…

His voice snaps her back to the moment at hand. Zack whose almost to the fence, motions for her to run but she doesn't. Max stands there taking it all in. Jondy's lifeless body lays in a pool of red snow only a few feet away, Zack running towards her full speed arms motioning for her to move away.

She can't though.

She has to see Zack make it, she has to see her unit leader and older brother make it over the fence.

Neither see the five troopers step out of the shadows until it's to late and they've fired their tazers, they make sure he goes down enough for capture. It happens in slow motion, soundlessly, for Max who stands behind the fence and watches as he falls to his knees shaking.

Her feet obey Zack's command unexpectedly and her body flashes forward, further away from the horrible scene that she's just witnessed. Max dodges the spotlight which by now she knows are the only things this far away from base. As she moves on autopilot her mind stays at the fence, on constant repeat.

Max runs and runs until she's met with road, though she sighs out in relief she doesn't completely step into the open space instead choosing to follow along the shoulder.

**Leaving Ypsilanti, Michigan. The Impala.**

Traveling by Riverside Blues blares out from the car going 60 on an empty back road, the two occupants look well rested and ready for their next hunt. The passenger of the car looks up from his book and out the window where he spots a child running along the road. He blinks, then rubs his eyes to make sure and when he is, Sam jerks his left hand forward to turn down the music.

"Dean, stop."

The car skids across the pavement for a second but stops at the request. Dean stares at his passenger waiting for an explanation, obviously not having seen the child.

"What the hell Sammy?" His voice holds no real annoyance but Dean's face is pulled into a frown.

"Look." Is all Sam says as he points to what's beyond their windshield.

Deans head whips in that direction and instantly he spots her. Buzz cut and so not dressed for snowy weather stands a child no older than eight or nine off to the right side of the road glaring at the impala, in a position that reminds him of a cornered dog ready to attack.

"What the…" Deans question falls short as Sam is already stepping out of the car.

**Side of the road-Ypsilanti, Michigan.**

A young man slowly exit's the car and her instincts scream _Enemy._ _Run, Attack, don't get caught._ Unsure about which action to take, she studies the man first to asses how much of a threat he is. Brown long hair, green eyes, 6'6, and around 190 in weight. His posture is not one of military but under the brown jacket she can tell there's muscle. _He's alert to. _She recognizes it as his eyes quickly scan their surroundings. _Minimal. _She doesn't see him as much of a threat, he's not trained to handle an X5 and she almost relaxes, almost.

She looks to his side as he steps fully out from behind the car door and slightly closes it. Max takes note that the car isn't a Manticore mandated black Humvee, instead it's something she's unfamiliar with. Quietly she shivers as the wind picks up and momentarily wonders if she could steal a car from two male civilians. Max had noticed the man still sitting behind the wheel but she doesn't try to look closer or study him, her eyes instead snap back to the tall one as he walks to close for comfort and she takes a few steps back in reaction.

Training and her older brothers had told her a lot about civilians. _They can't be trusted. S_he recites it in her head like she's done a million times before. _They will lie, they don't like different and as an X5 you're different. They aren't like a unit, civilians only look out for themselves._

"Are you all right?" As he questions her, worry plays across his features. "It's okay. I'm Sam and I'm not going to hurt you. Can you tell me what you're doing out here?"

She doesn't answer, instead choosing to stare at him like he's speaking alien, she's unsure what information would be acceptable to give to him. _NONE. _Manticore likes it's secrets to just stay that way, secret.

"What's your name?" He tries again with a different question, taking another step closer with his hands up in a non threatening way.

She blinks this time and snaps into a true soldier position, before opening her mouth to say her designated number but nothing comes out. She realizes that that's not the name this civilian Sam will be asking for.

"Max" She replies efficiently and then salutes like every other time she's had to give her name.

"Uh, oh ok…Max, do you need a ride home? For us to call the police?" His voice betrays his face and she picks up on the shock but is confused as to why it's there. _Isn't that the standard greeting from a child to an adult? _Then it sinks in what he had asked.

"No police, No home." She replies to him with a stronger voice than she intended but really, neither option he gave were usable. She breaks her stance and takes a step back ready to bolt, hearing the helicopter way before anyone else does. Sam takes notice of the shift in attitude and is quick to speak.

"Alright then how about just a ride? You're going in the same direction we are and it's warmer in the car."

She's not sure if a ride would be ok. _No orders to follow, no base of operation. _Max realizes she's completely lost out here and the closer she hears the helicopters get, the more her body screams for the safety the car could provide. She spares a glance to the forest. _To risky now, they're gaining. _

Her bare feet slap at the frozen concrete quickly as she closes the space between her and her newest escape route.

"Alright." She mumbles to Sam though she still doesn't trust him.

_**Ypsilanti, Michigan. Forward.**_

"So Max, this is my brother Dean. Dean this is Max…Uh do you have a last name?" Sam whose half way turned around in his seat staring at her with his innocent eyes, he's trying to use his childish charm to gain more information out of her. It had been silent to long and Sam wanted to know more about the mysterious child in their backseat.

She doesn't answer, she just sits there staring out her window with an empty expression. It's Dean who looks in the rearview mirror taking notice of how stiff, still and cold she is personality wise but catches something else there. Dean glances at Sam uneasily who doesn't seem to catch it at all, the kid gives him the chills. _Buzz cut, hospital gown, solutes, barefoot, she sits like stone, running in the middle of nowhere in the snow. Military brat running away, maybe? Boot Camp kid gone rogue? _He starts to take down mentally all that was odd about this child, trying to put the puzzle together.

"So kid, you going anywhere in particular or were you just out for an evening jog?" He questions jokingly hoping to lighten the tension that's radiating off of Max, though he doubts he'll get an answer.

"Permission to speak freely, sir?" Her voice was quite but it didn't falter like a child speaking to someone unfamiliar. It held steady and strong but more importantly her voice was detached, it was something Dean wasn't expecting.

This time Dean and Sam exchange a look worth a million words. Both are obviously stunned.

Sam even more so than his brother. _No kid ever asks to just speak freely. Normally they say whatever's on their mind. _Sam couldn't reply, his thoughts were swirling.

"Uh, permission granted?" Even as he said it Dean knew it came out more like a question.

"Just take me as far as you can, I'll take over from there." Her voice is clipped with a slight command to it.

"Where are you heading and what's the hurry?" His curiosity wanted to get the better of him, made Dean what to ask what he really was thinking. _What are you running from?_

"Forward." Is all she replied.

**Ypsilanti, Michigan. The backseat.**

She wasn't entirely comfortable but riding in a car beat out over running in the cold and it provided more cover from the helicopters spotlight which was now thankfully further away. The only down part about being enclosed in a small space with two civilians is the smell that hits her nose with such a strength that it makes her stomach clench.

Blood.

Sour blood.

One of the men in the front seat had to have been wounded recently but it didn't explain the stench. Max wonders why the natural scent of blood is so off but shakes her thoughts away.

"So Max, this is my brother Dean. Dean this is Max…Uh do you have a last name?" The one named Sam is turned slightly in his seat to speak with her.

She doesn't move to look at him, just continues to stare out the window. She decides to not reply, what would she say anyway? No one had ever given them a last name at Manticore and she was lucky enough to get the first one.

"So kid, you going anywhere in particular or were you just out for an evening jog?" Dean speaks for the fist time, reminding her of his presence. He doesn't turn around as he asks her the question, so it isn't as easy to read his face but she catches the underlining meaning and sees his eyes flick to the rearview mirror to study her before moving on to his brother. Max takes note that he watches everything through narrowed eyes.

She study's him closely, takes in his facial features and something inside of Max instantly makes her want to reach out, ask him if he knows anything about the Blue Lady. Ben, her older brother who told them stories and knew all the answers flashes before her eyes. She knows it has something to do with this Dean. She tries to shake it off, the feeling as if Ben were sitting nearby laughing with his hands intertwined making shapes that semi resembled animals.

She shifts her thoughts not wanting to get caught up in the question of if Ben made it out or not.

Max makes a choice, she needs to say something to put an end to the questions and the awkward glances both men have been giving her but she's uncertain if she's even allowed to speak back. _No permission has been granted._ She takes a deep breath through her nose, the heavy scent of sour blood almost overlaps everything else for her but it can't completely because Manticore had trained Max well. Something smells… nice, inviting, comforting and it's coming from the front seat as well. It makes her want to lean forward and sniff until she can find it's source. It smells heavenly.

"Permission to speak freely, sir?" She asks as she thinks carefully about what to say next.

Max takes note that the brothers exchange another meaningful look and wonders if they have their own code system.

"Uh, permission granted?" Dean replies in a questioning voice.

"Just take me as far as you can, I'll take over from there." And it was a true statement, she would try to acquire food, safe shelter, and whatever else she needed to blend into normal civilian life. Max plans to keep her answers short. _The less they know, the better._

"Where are you heading and what's the hurry?" She catches the curiosity in Dean's voice and body language.

"Forward." It's all she'll tell them, she doesn't want witnesses pointing Manticore in her direction. It's a tactical move more than anything else.

"Max, I know it's not my place but if you're in trouble you can tell me, us and we'll help you the best we can." Sam, who had gotten over his shock is in full puppy dog performance. Kindness and caring radiate off him in waves.

She's unmoved by him though and continues to stay quite as they reach the state line. **Ohio welcomes you to the heart of it all! **Is written on a blue sign over a red state shape and Max relaxes a little knowing that at the very least she's no longer in the same general area as her enemy. That's what Manticore was now, her enemy.

**Hours later-Sturbridge, Massachusetts.**

Max hadn't said another word and she sure as hell didn't move often. Dean wasn't very surprised, if she was trained like a soldier which he was positive she was by now then sitting like that wouldn't be very hard for her at all. When he and Sam went into a convenience store earlier the only move she had made was to sink further into the seat. At first Dean thought it was odd until he noticed the camera, it was obvious to him then that she was avoiding being caught on it. Smart, to smart if you asked him.

Dean wasn't sure what they were going to do about the kid, Sam had already pulled his bitch face when he had suggested just letting her go her own way. They were already close to their next hunt and Dean really didn't like the idea of dragging a kid into the middle of this weeks dangerous task. He was doubtful she'd open up to either of them anyway, they were strangers and Max had made that clear by her cold shoulder attitude.

Dean's eyes flick to the rearview mirror once again just to see if Max still hadn't touched the bag of snacks Sam insisted they get for her. If it had been up to his younger brother everything they got would have been healthy but Dean put his foot down and added a few personal favorites that he knew kids couldn't resist. Sadly it was to no avail, the food sat where Sam had put it right on the seat next to her.

Dean coughs awkwardly and as Sam looks up from his book towards him he points to the back seat quickly then reaches over to turn down his radio, which isn't as loud as it normally was.

Sam turns to see the same thing Dean has, Max hasn't eaten or drank anything from the store bag. Sam who was trying to read, hasn't been able to concentrate on his book because every once in a while he feels eyes burning holes into the back of his head. He knows it isn't normal for a child to be this cold and he feels there's more to this little girl than he knows or can even think up, it makes Sam wonder if Dean would let her stay with them if he could get her to admit to being in danger like they both assume she's in.

He isn't sure why he wants her to stay with them, it's not like she'd be any safer or that he would want to train her to hunt but something familiar about her nudges at him.

"Are you not hungry Max?"

"Permission to speak, sir?" There's that question again and Sam really doesn't like it. It's to formal, to harsh for a young child to use. It makes him think that maybe this girl has never had a carefree life, always following rules, being a soldier when she should have been catching fireflies and playing dress up like Jess had in her stories of childhood.

"Max, I don't know your history but you don't have to ask me if you can speak. If you want to say something just say it, no one here will get mad." He tries to explain it to her hoping she'll understand but when he receives a blank look he knows he's failed.

"Permission granted."

"It's past dinner time and breakfast isn't until 06:00, right now it's only 22:37, sir."

"Haven't you ever had a late night snack?" Sam wishes he could get her to stop using "sir" it makes him feel like his father.

"No, sir. Such things are not permitted, if you miss dinner then it's no ones fault but your own and you'll have to wait for breakfast to roll around."

Sam sighs but as he goes to open his mouth Dean pulls into the motel parking lot and interrupts him.

"We're here! Sammy I'll go check in." And before he could reply Dean was out of the car and crossing the parking lot to enter the main office.

"Sir, I think it's time I leave." She doesn't move yet but Sam can sense that she's about to, he doesn't know if Dean wants her to stay with them or not but looking at her small frame in that hospital gown with her head shaved. Sam doesn't care. He wants her to be safe and having the feeling that if she goes on alone she won't be convinces him to ask her, he'll deal with Dean later.

"Max, you don't have to go anywhere. If you want my brother and I would like you to stay here with us? I know your not familiar with us or this place but I promise that we're good people."

She doesn't react right away, she just simply stares him down from her spot in the backseat.

"I…" Max's blank look breaks and he sees confusion flash across her features though as fast as it came the look disappears behind her mask.

"We want to help you because that's just the type of people we are Max and if you let us whatever your problems are, we can try to fix it."

**The Scottish inn hotel-Sturbridge, Massachusetts.**

Max was going to say no, that she had to leave but the look on Sam's face and the comfort that had set in from being in the car with them made her hesitate. It was just long enough for Dean to return and pop his head into the car, pull the keys out of the ignition, murmur "Hurry up, I'm not bringing in the bags alone while you girls gossip." Before popping the trunk and beginning to grab travel luggage.

"Stay the night at least, if you are sure you want to leave tomorrow Dean and I will let you go." Was all Sam said as he got out to follow Deans lead.

Max was stumped, she was tired and hungry but knew she could keep going if she wanted to. The only two questions that came to mind were 'did she want to leave and did she trust the brothers whose last name she hasn't learned, enough to sleep in the same quarters with them?' No, was the puzzling answer to both.

Maybe, just for tonight she could stay and slip off before they awake. _Yes, that seems like a reasonable solution. _She nods agreeingly with herself.

She grabs the handle to the bag of food and slowly climbs out of the car before following quietly behind Sam who had stood near the now closed trunk waiting for her with a smile plastered on his face.

**The Scottish inn hotel-Sturbridge, Massachusetts.**

"Max you can wash up first, if you'd like. The bathrooms right there and I'll find you something clean to wear." Sam smiles warmly at her while he points towards the open door before going over to a small kitchen table and setting a few small bags on it's top.

When she doesn't move though it's Dean who looks up from his spot on the motel-no tell couch where he had begun to flick through the channels on T.V. to where she stands and notices how she's gawking at the room.

"Christo kid, I know it's not much but sleeping in a bed wins hands down to sleeping in the car."

As if his words jump start her, she walks further into the room and past Sam whose still at the table pulling out his laptop. As Max does so something catches his eye on the back of her neck and for a moment he thinks he's in some twisted dream. A barcode is tattooed right under her hairline in plain sight but he hadn't seen it until now, Sam doesn't stop her as she enters the bathroom still clutching the bag of snacks and disappears behind the door.

Instead he stands up and nods the well known 'follow me' sign, Dean catches on quickly and they both step out into cold weather.

"Did you see it?" Sam asks, fists clenched at his sides.

"Gotta be a little more specific Sam, I've seen a lot of things today." Dean replies tiredly.

"The barcode on the back of her neck, what kind of sick bastard tattoos that on a kid?" Sam's voice stays even but it's evident that anger tinges every word.

"No, I didn't see it but I will when she comes out. Sam what do you think is going on here? I mean it's not every day you find a little girl that has military training, in the middle of nowhere without shoes on and in the snow with a barcode branding her." Dean suddenly wants to get his hands on Max's parents or whoever had her and beat them bloody. Sure, some would argue that John had trained Dean like a soldier and he had sort of but his father had never treated him like property instead of a human and in-between everything Dean has a few good memories of his dad.

"I don't know Dean but whatever it is we have to help her." Sam was ready to burst with anger and Dean suddenly reads between the lines, realizing what Sam's really saying.

"I'll think about it."

**The Scottish inn hotel-Sturbridge, Massachusetts.**

Once in the room Max observes everything from the shabby carpet under her feet to the last empty hangar on the clothing rack next to the bathroom. Her gaze falls on the television and she stares as the pictures on screen move, Max had never seen one in person, it amazes her instantly.

"Max you can wash up first, if you'd like. The bathrooms right there and I'll find you something clean to wear."

She hardly hears him as her eyes go back to flicking from one thing to another in the room, she's standing in an at ease position as she begins to think of exist strategies and potential weapons just in case. Never in her years had she seen such extravagance though, _back at Manticore there was nothing as nice or colorful as this room_. She wonders what else she'll find on the outside and sends a quiet prayer to her Blue Lady that she never has to return to a place that at first Max hadn't even wanted to escape from.

"Christo kid, I know it's not much kid but sleeping in a bed wins hands down to sleeping in the car."

The spell of everything breaks and Max hopes they don't think she's rude as she scurries into the bathroom past Sam and Dean. Once she's inside and the door is shut Max puts down the bag of snacks to study herself in the mirror. She looks healthy enough but she's paler than usual, her brown eyes stare back at her blankly and they give her a chill that runs along her spine.

She strips quietly and slowly gets into the shower, she wait's a moment before she fumbles with the knob. At first it's icy but after a moment it turns to water that could easily boil skin, she turns the knob once more and the water comes to a comfortable warm flow.

As she rinses herself Max's ears pick up the conversation Dean and Sam are having but can tell its further away then it should be if they were still in the room.

"I don't know Dean but whatever it is we have to help her." She stops moving and waits for the answer, she expects him to say no. Sam may want her to stay but Dean who Max realizes has the power may not.

"I'll think about it Sam." Max doesn't know what to think, will they help or not? Does she really want their help and what could they offer her that she couldn't get for herself? "We need to get her kid clothes though so she blends in better for the time being. Maybe we could see if Bobby knows anyone who'll take her in."

"Dean!"

"No Sammy, think about it we have our job to do and I only have 5 months left. Do you really want to get stuck with a kid who obviously has baggage of her own, at the worst it's probably an ex-soldier gone nuts and taking his crazy out on his kid. If we find her a nice family with money they'll be able to help her more than us. We'll clothe her, feed her, get her away from whoever's looking for her with a new identity but Sam we're not in any position to keep her."

"I… Dean we found her for a reason, we have to make sure she's safe."

"And we will, it's not like we'll just hand her to anyone but think about it Sammy we're not exactly fit to take care of a kid."

"I know."

"Look we'll talk about this later, ok? And Sam?"

"Yeah?"

"Work that female bounding crap and find out what happened."

"Jerk."

"Bitch."

She continues to rinse as the room door opens and the two brothers enter in an almost completely quiet fashion but with Max, there was nothing to silent that she couldn't hear. _Manticore's enhancements come in handy._

She wants to stay but worries she could put them in danger just by being near them, telling them about Manticore is a no go. She hopes and prays to the Blue Lady that she won't have to say anything about where she has come from but as Max finishes washing, it hits her once again that she doesn't know what to do, the boys are going to want answers and she's going to need a cover up story.

Max shuts the water and steps out into the cool air, she reaches for a towel wrapping it as close to her body as she can then proceeds to poke her head out.

"I'm sorry this is all we have to offer for now but in the morning we'll be able to get you something that fits better." Sam who was standing close by hands over a black T-shirts and a pair of plaid boxers. "I ugh suggest rolling them up at the elastic so they fit better." She just shakes her head agreeably as Sam speaks awkwardly before returning to the table.

She exists the bathroom three minutes later in the baggy clothing but she feels cleaner and that is almost enough to make her smile, she doesn't though unsure of how the brothers would receive it, back at Manticore the soldiers were always angered by the X5's if they so much as blinked at the wrong time. _Punishments were harsh for those who are not perfect. _

As she steps close to the couch she sets down the bag of snacks and Max's demeanor changes to one at attention, waiting for an order of what to do. She still isn't sure if she has to follow their orders but as she was getting dressed moments ago she had decided that as long as they were helping her she would try.

Her thoughts shift for a moment and she remembers that she still doesn't know their last name, _it doesn't matter much I don't have one so maybe it's for the best if I don't bring it up. _She tells herself that strategically it really is for the best that she hasn't learned their last name, if she happens to be caught Max won't be able to tell Lydecker much about the men who had helped her.

"Max what are you doing?" Sam whose sat at the table with his computer in front of him open and a few books scattered on the table's top is looking at her questioningly.

"Permission to speak, sir?"

Sam pinches the bridge of nose and exhales loudly while his eyes are closed before he responds with a quick "Permission granted."

"I'm waiting for my orders sir." Max's eyes flick from Sam to Dean for a second, she had figured out that he must be the one with the most power. She put the pieces together, not that it took to long his attitude, body language and what she heard from the brothers earlier conversation had given it away. _Observation is key._

"Come sit." Sam points to the seat to his right. Max's eyes return to him and she hurriedly walks across the room before taking up the chair with her body. Before anything is said though she hears a soft click, the noise from the television stops and Dean slides in across from her.

**The Scottish inn hotel-Sturbridge, Massachusetts.**

"Max, Dean and I want you to understand a few things." Sam pauses and closes the laptop so Max won't see anything about the case they're in town for. "When you ask for permission about something you're putting someone else in charge of you and your decisions, are you following me so far?"

"Yes, sir." Max nods but Sam's unsure if she really understands.

"When you do that you are giving them control, it's not a horrible thing to do in certain situations but Max you don't know Dean and I well and giving a stranger power isn't always safe. I'm not saying don't trust us because we honestly won't do anything to hurt you, do you still get what I'm saying?"

"Giving an enemy power over you is dangerous and deadly. I already understand this, sir."

Dean and Sam exchange a questioning look.

"No I… Max you shouldn't have to ask us permission for everything you do. We're not like the person or people who were in charge of you before."

"You don't want me to ask for permission?"

"Right. We want you to feel free and that you can trust us, not like we're your bosses." Sam smiles awkwardly at her, hoping to reassure her.

"How will I know when to do certain things though, sir?"

When she ask that he momentarily wants to give up and his forced smile falters, Sam wonders if Max would understand what intuition is.

"You follow your gut and use your brain when your unsure. If you need to you can always ask us what we think but ultimately it'll be your call." When she doesn't respond Sam's hit with a realization that he doesn't even know how old she is.

"How old are you Max?" Here he sat telling her to make her own choices when he didn't even know if she was old enough to know what was right and what was wrong. Dean at a very young age was basically raising him while their father was off hunting the supernatural but each child was different when it came to being mature.

"I…" She begins to answer and then cuts off to study her hands.

"It's alright you can tell us your age." Sam watches her as her eyes move to meet his.

"I'm at least accountable for six but I'm unsure about the years before." She goes back to studying her hands as they lay intertwined in her lap.

"Oh." Is the only way he knows how to reply. _Accountable for six_. She couldn't possibly be six though Max's was to tall and she had certain looks that were screaming puberty would be hitting soon. Like her facial expressions, not that there were many aside from the stony cold one she always had. Questions flood Sam's mind but before he starts to get into interrogation mode, Dean interrupts.

"Maybe we should wait until tomorrow to talk more, sleep is calling and I'd like to answer."

"I guess your right we have a busy day tomorrow. Max we want you to stay with us for a while so tomorrow we'll go and get some things you need, is that alright with you?"

"Yes, sir."

**The Scottish inn hotel-Sturbridge, Massachusetts.**

_**Flash Cuts…**_

_**A line of children, heads shaven, saluting. Small boots marching in unison. The only sound is a roaring, rushing sound, and a distorted babble of commands over a loudspeaker. The image changes to young Max on a treadmill, wired up to machines. A tube is taped in her mouth as she is running with an intense concentration.**_

_**It changes to the grim faces of her unit as another brother, Jack this time is taken away by Lydecker and his black-clad men.**_

_**A red laser scans her eyes, electrodes are being attached to her scalp. A needle rises against a surgical light before a sharp pain pierces her left arm, Max's eyes search frantically for a place where the light won't blind her and she could see who's causing the pain. The only thing she can see before her eyelids slide close though are abstract figures in medical smocks…no faces.**_

_**An instructor is standing in front of a large screen, gesturing with a pointer to a tactical diagram made up of organized boxes and acronyms. The children sit straight, no emotions on their faces taking in the words that flash across the screen quickly: DUTY, DISCIPLINE, TEAMWORK, FOLLOW ORDERS.**_

_**Jondy's hand clasped in hers as they run, Jondy hitting the ground surrounded by red snow. Jondy never getting up. Zack yelling at her but no sound passes through his lips, then he's being tazered, going down on shaky knees. His eyes are pleading with Max to run, telling her that this was all for her safety.**_

_**"You gonna cry, maggot. I bet you like to eat dirt you little maggot, will that make you feel better?" Max's faces is slammed into wet mud as a black soldier boot presses down on the back of her head "Eat up maggot we don't have all day." Laughs out the angry soldier. Her hands shake as she pushes mud into her mouth and gags.**_

Max gags awake, choking on air and distant memories. She sits up from her spot on the couch and pushes the blankets away to free her feet. For a second she's confused as to where she is but then it all hits her, the escape, the car and the brothers who were helping her. Max wasn't in Manticore anymore.

Her eyes glow a cat like green as they scan their surroundings, both brother's are asleep on their stomachs. Deans breathing is in unison to the beat of his heart but it's Sam that catches Max's attention his heart is beating fast, to fast as if he were awake and running at full speed. His breathing is normal but still something is unsettling to her. She stands and gets close to him, she then proceeds to lean over and sniff.

His natural scent is off, as if something else was mixed into him. Max doesn't hesitate to do the same with Dean only to find his scent mouth-watering, they were definitely brothers but something big was different between them.

She returns to the couch and sits to think things through, Max could leave right now but everything out there was so new to her, foreign. She would survive, her training would kick in and no matter the cost she would live, for how long though was the question. Without this new identity the brothers could provide how would she cover her tracks. Manticore will be looking for children with no identity's that show up in towns across the states, how far can she make it before someone notices how odd she is?

Another dilemma arose though, if she was going to stay wouldn't the men want answers? Last night as they were talking she was sure Sam and Dean were going to dive right into the questions about her past, Max almost blew a huge sigh of relief when Dean suggested sleep. She was going to need a cover story because there's no way Max is going to talk about Manticore to two civilians. If Lydecker ever found out he'd throw her to the nomalies.

_"Rule number one when doing an outside mission, Manticore does not exist. If you are caught giving information about Manticore to anyone outside. Well, let's just say the nomalies will love the fresh X5 snack we would give them." _His words had struck a deep fear into Max from that day on which only increased with her brother Ben's stories.

Max could easily say that she lived off the grid with her Ex-Army father and her mother died while giving birth to her. The boys themselves had given her that idea, that's how she could explain away the way she acts. Her father had trained her so when the time came she to could be in the Army but he was scary and that's why she ran. She could play this card well, back stories were easy things to come up with when at Manticore they let you study possible targets life's.

Max lays back down and decides in that moment that she'll stay. Despite what she was taught she is beginning to see that not all civilians are so bad.

Max has never been a peaceful sleeper but no one from her unit was. That's when they would all huddle together and listen as Ben spoke of the things he knew, each one drifting off to sleep only after they were all cuddled close. On the nights after losing someone to the seizures that began to plague the X5s they would climb up to the roof though and sacrifice a tooth to the Blue Lady in hopes that they wouldn't catch ill and to also pray that their missing family members would come back to them somehow. Max gets comfortable, pulling the blanket up to her chin. Her eyes sag heavily.

**Max's V.O.**

_Dear Blue Lady,_

_Protect my family in their time of need, come back to us I beg of you. Do not forsake them because I am ill and help us find each other even in the dark._

Before Max fully falls back to sleep she reaches into her mouth and pulls out a back molar effortlessly, quietly she stashes it under her pillow. She wonders if what Ben said was true, that the Blue Lady had given up on them.

**The Scottish inn hotel-Sturbridge, Massachusetts.**

The moment the clock struck 06:00 Max's eyes pop open, she stands up quickly and begins to make the couch the same way she had always made her bunk before inspection.

Next she moves into attention and waits.

She waits thirty minuets but neither brother makes a move or sound aside from light snoring. Max knows exactly how to handle the situation though. Back at Manticore if you weren't up and ready at the designated time the Colonel would dump ice water on you and then order 200 hundred push ups. Max slowly walks over to the bathroom sink, grabs the ice bucket and fills it.

Sam whose on the bed closer to the bathroom was getting the first wake up call from Max, she tiptoes over to him and holds the pitcher still for a moment before turning it over an drenching Sam.

He wakes up cursing but it all seems to be directed at Dean, his body jerks upward and out of the bed fast. No signs of sleep show on his face.

"Dammit Dean, I told you to knock this shit off." His voice comes out angry and loud. It makes Max instantly step back in shock and fear even though she's fully out of his arms reach.

Dean who was asleep looks up groggily at his brother, takes in his appearance and glances at Max before bursting into booming laughter.

"This Isn't funny." Sam pulls a bitch face and folds his arms across his bare chest.

"Look." Dean barks out in-between laughing while he points to where Max stands.

Sam turns and gives her a quizzical look before piecing everything together. Max had never seen one of her unit members act out like this, she suddenly worries that he might punish her for this and she takes another step back hitting the wall with a light thud.

**The Scottish inn hotel-Sturbridge, Massachusetts.**

Waking up cold wasn't fun or in his daily planner ever but due to a buzzed cut kid he knows as Max that's how it went down today. Sam stares at her for a moment trying to read the answer as to why she'd done this on her face. All he finds though is shock and childish fear.

"Max, can you explain to me why you doused me with water at six forty-five in the morning?" Sam hears Dean still laughing but decidedly ignores him, instead focusing completely on Max. He's not angry at her, he's just really surprised.

"I... You weren't up on time." Her voice comes out soft and confused, it's clear to Sam instantly that she wasn't doing this for a joke or to be mean. She believes that this is how you deal with people who aren't awake on time.

Dean who catches the thought at the same time stops laughing and sits up in bed, all the sleep in his face dissolves.

"Why don't you go take a hot shower Sammy." Dean offers him a way out of the awkward situation, which he immediately takes.

Once the bathroom door snaps close, Dean motions for Max to come closer. She doesn't, she stays by the wall out of everyone's reach but she does offer a weak "Yes, sir?"

"Max, were you afraid of Sam?" He asks her that first for a reason, if she was going to be around until they could get her to Bobby's or wherever a nice family looking to take this kid pops up, he doesn't want her to be afraid of either of them. Dean and Sam don't hurt kids

.

"Yes, sir."

"Don't be. Max we're not bad guys, we won't hurt you or let anyone else hurt you again. I promise and Dean Winchester always keeps his promises."

"I'm sorry." She whispers.

"Bahaha kid you don't have to be sorry that was one hell of a good morning present to me but in the future... just you know wake us up by shaking our shoulder or calling our names, something normal like that." His smile rivals that of the Cheshire cat as he pulls at the tangled sheets around his legs.

"Will Sam punish me?"

The question halts Dean in his actions.

"No. He understands and he won't be angry." Dean then stands up and stretches with his shirtless muscled arms above his head. "Max, did you get punished a lot where you were?" He slides in the question hoping she'll answer honestly. They still had no clue as to why she was out in the middle of nowhere or if she was even in danger, though Dean could tell just by looking at her that danger would be an understatement, call it a hunch if you will.

"Only when you're not perfect."

"How often though?" Perfect? Who the hell was raising this kid? No one could be absolutely perfect. Deans knuckles pop as his hands clench and unclench.

"Not a lot. I'm a good soldier."

She's a good soldier. The phrase made him want to spit.

"What happens when they punish you?" He didn't want to ask but having her open up now, he was going to milk it. Dean study's Max for a second, her brown eyes are glued to the empty water pitcher in her hands and her back is straight against the wall.

"Depends on the mistake." She was careful with her words he noticed, never giving him to much information. He decides to change the line of questioning.

"Do you think your parents are worried about you?"

**The Scottish inn hotel-Sturbridge, Massachusetts.**

"Do you think your parents are worried about you?"

Max doesn't know what to say, Colonel Lydecker was the closest the X5s had come to any parental control and she doubts that he's worried. Angry? Yes. Going to through her to the nomalies after torture? Of course, but worried for her safety? No, she's been trained since birth to survive. Though she couldn't say any of this to Dean, she needed to think like a civilian.

_A civilians parental unit would be worried, right?_

"Just my father." She keeps her head down, not because she's a bad lair but it just didn't feel right lying to his face and if she's going to go with this back story she doesn't want to mess it up by snorting at the thought of Lydecker caring.

"So why were you out on that road alone?" Dean was searching for something in her answers but what he was finding definitely wouldn't be the truth.

"I ran away."

Dean plants himself on the edge of the bed in front of her as she leans against the wall. He doesn't speak for awhile and it makes Max wonder what he's up to. If he was trying to make her twitch under his gaze it wouldn't work, Max was not easily backed down with intimidation or in interrogations.

"Is your father dangerous?"

Was Manticore, was Lydecker dangerous? Yes. She had learned that first hand.

**Flash Back.**

_Rows of steel bunks stand empty as their inhibitors surround a young girl who is sprawled on the floor convulsing. They look up in fear as the door bangs open and a group of guards and orderlies come flying into the room. The kids are ordered out of the way but their face's show that they are no longer going to cooperate and as a guard pushes past them, reaching for the seizing child a boy steps in front of him and pushes him back violently. _

_The guard flies backwards and hit's the floor unconsciously, the room then explodes with activity. The other guards rush forward with stun batons raised, a girl springs on one from behind and quick as a flash, she yanks his gun out of it's holster._

_POP! _

_She puts a round into the ceiling and next trains the gun on the now stilled guards, the girl then slowly moves towards the child still on the floor. She crouches over her protectively, the other kids all at once get into a formation around the pair, their eyes fierce. The guards and orderlies fall back through the door, weapons dropped and hands in the air._

_The kids quickly jump into action and barricade the door with the steel bunk frames._

"_It's time to go."_

"_Zack! This is dangerous, what if we fail? We don't even have a plan yet."_

"_Jace, I'm unit leader and I'm telling you it's time to go. Listen up all of you, if we don't leave now they're going to take us off one by one and destroy this family. We can't let it happen anymore, we've already lost to many brothers and sisters." The boy, now known as Zack puffs out his chest and speaks commandingly. "Eva and Jondy help Max up. I have an idea."_

_The kids, led by Zack are running through a service hall in the lab complex. Jondy and Eva are pulling along a stumbling Max, the group rounds a corner and suddenly a light blasts into their eyes instantly blinding them._

_Eva releases Max fully into Jondy's arms quickly and begins to fire rapidly at the lights._

_POP! POP! POP!_

_A figure steps forward, takes aim and with one swift move, fires a shot. Eva is slammed backwards and slides into a crumpled lifeless heap a few feet away from the others. The pistol skitters and comes to rest right in front of Max, who stares at it with distain. Zack who seems unfazed by the gunfire moves in a blur for the windows, his unit close behind. _

"Yes" She answers in honesty because how else could she have? If they get their hands on her she's as good as just another failed experiment and we all know what happens with failed subjects.

**Flash Back.**

_Kids are asleep in their rows of steel bunks, only a few beds lay empty. Young Max lies on her side in the shadows, staring at the bed across from her where just the night before a boy slept. Earlier in the day that boy who had light blonde hair was wracked by a seizure during inspection and dragged away by uniformed orderlies. _

_Max looks down to her own hand as it shakes slightly, a look of fear crosses her face and she shoves her hand under the sheet. Moments later she stands up and goes to the door, she slips out quietly intending to use the restroom. As she walks down a dark hallway in grey boxers and a t-shirt, she notices that light spills out through a door just ahead. _

_She approaches slowly, hearing tech sounds and a low, murmured dialogue. Inside the room Max sees in a pool of halogen light and the body of the blonde boy who was taken earlier. He lies naked on a stainless steel table surrounded by doctors and med-techs. She can't see exactly what they're doing to him but she can hear a bone saw going. _

_Standing silhouetted between Max and a full view of the body is a man in a black suit, not medical greens. He turns and picks up a cup of coffee off a steel cart with one black gloved hand… The man is Colonel Lydecker. Max backs away terrified, then turns and runs along the corridor. _

"I'll ask you one more thing and I want you to tell me the truth, do you want us to make sure your father never gets you back?" Deans face is deadly serious.

"Yes" It doesn't even take her a heartbeats time to reply. "Yes, I would like that very much." She smiles at him, wide and joyful. Completely childlike and it makes him respond to her the same way.

"Showers open."

Both heads snap in Sam's direction. Max knows instantly that the conversation has dropped when Dean stands up, enters the bathroom wordlessly and shuts the door without glancing back at her.

**Sturbridge, Massachusetts.**

He plans to call Bobby as soon as possible to start setting up things for Max's identity change. Dean didn't need to know anything else about her, he had gotten all the information he needed.

Is her father dangerous? Yes.

Did she not want to go back to him? Yes.

Well, then her dream was about to come true because he wasn't going to let Max stay with someone who was going to hurt her. _She's just a kid._

They had just dropped Sammy off at Wally World to pick up supplies and now were heading to Mickey's Drive Thru to grab breakfast. Sam had tried to pitch a fit over where they were going to get their food from but Dean had pointed out that they couldn't risk bringing her in anywhere yet, what if her father already had her picture plastered on the news? It's another charge they don't want added to their police records.

"_This is Sarah, may I take your order?" _

"Ugh Yeah, one Bacon Cheese Burger, large fry and a coke. One nugget happy meal for the kid with, you know juice and a Caesar salad with a large water." Dean says gruffly.

"_Girl or Boy and Apple or Grape?" _

"What?"

"_Children's toy, girl or boy and for your juice options Apple or grape, sir?"_

"Oh…Hey kid what do you like better Apple or Grape? Personally I'd go grape, apple juice always tasted like watered down piss to me." Dean turns in his seat to look at Max whose still in her clothes from last night.

"It's not kid." She wiggles against the seatbelt but sends Dean a glare.

"What's not?"

"My name!"

"Seriously kid?"

"…"

"Fine MAX, what would you like to drink Apple or Grape?"

"I don't know."

"_Hello, sir. Are you still there?"_

With that Dean turns back around in his seat frustrated, a sour look on his face. _I can call her kid if I want to. _He thinks childishly.

"Yeah, Girl and a Grape." He replies to Sarah.

"_That'll be $16:75, please pull up to the first window to pay." _

After they get the food Dean drives back to Wally World and parks in an empty spot close to where he knows Sam will be exiting the store from. Then he starts to shove a fist full of fries into his mouth as he watches Max in the backseat. She hadn't even opened the happy meal box yet.

"Someing rong?" He asks as he has his mouth around the first bite of his burger.

"No, sir." She replies.

Already knowing something's up Dean wraps his burger back up, puts it in the bag on the seat next to him and turns.

"What is it?"

"I don't know what to do." She says it so meekly that it makes Dean wonder what her father must have done to her if she didn't know the answer, he swears if he ever gets his hands on that man there would be definite blood spillage. Momentarily he reminds himself that he has to eventually ask Max what her fathers name is before going back to the task at hand.

"Hey, that's okay. Here hand it to me and I'll show you." As he begins to open the tiny red box and show Max it's contents he slips in a question. "Have you ever had Mickey's before?"

"No, sir."

"What about pie?"

"No, sir."

Dean sighs grimly for a second before realizing that he's going to be the first person to introduce her to pie, he may even have Sam take a picture of her first bite. He smiles widely at the thought. Once everything's open he hands it back to Max and tells her to chow down.

**Sturbridge, Massachusetts.**

Sam was at a loss as he stood in the children's clothing department, he stuck out like a sore thumb. He held tight to the little blue empty basket wondering what Max's size was, his face must have shown his discomfort because a mother pulling along her daughter that was about the same weight, come closer. Sam instantly knows she's going to hit on him by the look in her eyes.

"You look lost, maybe I could help?" Her voice is soft with a false seductive note. She has bottled blonde hair and violent green eyes, she's pretty but Sam isn't interested, maybe in another lifetime if he was high off his ass.

"Ugh yeah, I'm just looking for some cute clothes. My nieces birthday is soon and I want to make this one special." Sam lays on the innocent act easily.

"Awe such a good uncle. Do you know what her style is?" Her hand graces his arm momentarily before reaching over and beginning to sort through the shirts on the rack.

"Oh anything really, she's about the same size as your daughter." He puts it out there hoping she'll take the bait.

"Who? Oh yeah, Lisa." The mother turns away from him and towards her daughter who's standing just a few feet away, glaring at the pair. "Get over here you silly girl." She giggles out while wiggling her fingers in the 'come here' motion. "I'm Alice by the way" She throws over her shoulder.

"Nice to meet you both, I'm Sam." He shakes his head at Alice's antics but doesn't say anything, he needs to get this done. They have a busy day a head of them looking into the case and dealing with Max.

Once Lisa was in her mothers reach she was pulled closer and Alice began holding a shirt up to her, sizing it up.

"Here." She hands the first shirt to Sam and smiles sweetly at him. "If she's anything like my daughter this will look adorable on her." Alice's hands go back to the rack and pull at least six more shirts out and automatically hands them to Sam.

"Is there anything else I can help you with?" She asks batting her eyelashes at him with a predators smile.

"Yeah, pants."

Her smile falters but doesn't fall completely as she turns to lead the way.

**Sturbridge, Massachusetts.**

Her first bite was amazing and it blew her mind as the flavors burst in her mouth. Max had never tasted anything so good, Manticore never fed her food like this. It took her three minutes to eat everything from the happy meal and stare hungrily at the half eaten burger in Dean's hands.

"What's this?" Max holds up a little plastic bag with something pink inside, Dean stops before taking another bite and looks back at her.

"It's a Barbie toy."

"What do I do with it?" Really, it looked useless to her. It's little painted on face staring back at her through the bag.

"Haven't you ever played with a toy before?" Deans eyebrows scrunch together.

"Weapons aren't toys, so no I have never played with one." She replies offhandedly while still looking at the doll in it's pink dress. Max doesn't take notice of how Deans face has changed. Before he can comment though, Sam creaks the passenger side door open and ushers in five heavy looking bags.

Sam pushes the bags in the back next to Max and settles into the car before being handed his salad.

"Hey rabbit, here's breakfast." Says Dean mockingly as he hands it to him.

"Thanks, Jerk."

"Bitch. So what? You thought you'd buy the whole store or was it just that princess streak coming out in you that you couldn't help yourself? "

Max in the backseat watches them with slight interest on her face, forgetting about the tiny toy she still holds tightly in her hand and the empty happy meal box that is abandoned at her feet

"Ha Ha Dean. No, it's just Max needed clothes and a book bag. You know traveling girl stuff." Sam replies after he finishes a bite of his salad before taking a sip of water. "Plus Alice practically made me follow her through the store while she talked nonstop about things preteen girls need. So I just planned a head and took her advice."

"Oooh So that's what took you so long, soccer mommy wanted a piece of Sammy boy." Dean smiles at Sam sleazily.

"Knock it off Dean, Max is sitting right there." Replies Sam whose blushing only ever so slightly.

"I already know about coitus and am expected to began my heat cycle next year." Max says it proudly. Back at Manticore once your heat cycle began you were put in quarantine for however long it lasted and not expected to train at all during that time. Her instructors had already taught her everything about coitus, her heat, how men will react to all of it and when the time comes breeding.

Dean and Sam's motions stop and they both turn towards her with looks of horror on their faces.


End file.
